Sidney Pearlstein was a very rich man, and in his later years increasingly eccentric, becoming a paranoid recluse. Behind the wall mirror in a third floor bedroom in his four story New York home, he had installed a "panic room". With four-inch thick concrete walls, the room is equipped with survival supplies, its own ventilation system, its own phone line, and the monitors for the home's many surveillance cameras. When Sidney died, his family found that half of his fortune was unaccounted for. While his unpleasant offspring sue each other over his estate, Sidney's grandson Junior is withholding some information. Junior had ingratiated himself to his ailing grandfather in his final days, and for his troubles was rewarded with the sharing of a secret - there are millions hidden in the panic room's floor safe.

His grandfather's place is sold, so Junior decides to go in there and remove the hidden cash before the new owners move in. Unfortunately, the greedy and dimwitted Junior wrongly estimates the escrow period and the dark and stormy night that he chooses to enter the house - accompanied by down-on-his-luck blue collar worker Burnham and shady criminal Raoul - is actually the new owner's first night in the home. His simple plan of breaking, entering, and screwing family members out of inheritance has become a nightmarish home invasion.

The new occupants are Meg Altman and her young daughter Sarah. The terrified mother gets her daughter safely into the panic room, but their troubles are far from over. Meg hasn't hooked up the room's phone line, so they have no way to call for help, and the three intruders have no intention of leaving the house until they've gotten into the room and stolen the money they came for.

It's a very simple set-up that doesn't take long to get to the action. Most of the Pearlstein story is given through exposition as Meg and Sarah are shown around the house in the beginning. The intruders reach the place at the 17 minute mark, and the rest of the film's 112 minute running time is full of suspense and desperation.

Screenwriter David Koepp crafted the story to be a simple little B-movie and knocked out the first draft in six days. He eventually sold the script to Columbia Pictures for a record $4 million. David Fincher, fresh off the giant undertaking of the film adaptation of Chuck Palahniuk's Fight Club, was drawn to the one location B-movie concept and signed on to direct Koepp's screenplay.

Koepp and Fincher had been thinking little B-movie, but the project became bigger than expected during pre-production, as the four story house location had to be built just for the movie so that Fincher could get his camera around in it and get the angles he wanted. Fincher did direct the hell out of the movie, pulling off some impressively shot sequences (including one that Koepp wrote into his script, where the camera floats all over the house with CG enhancement making it look like it was done all in one take and allowing the camera to move through impossible spaces, even squeezing through a coffee pot handle) and making it effectively dark and thrilling. There's some nice manipulation of sound and a great score by Howard Shore.

The cast is very strong, with Jodie Foster as Meg, a promising young Kristen Stewart as Sarah, and Jared Leto, Forest Whitaker, and Dwight Yoakam as the dangerous, conflicted, bickering villains.

Foster wasn't the original choice to play Meg, she was actually brought in to replace Nicole Kidman three weeks into filming. Kidman had to drop out due to knee injuries, one initially sustained during the filming of Moulin Rouge, which she had just recently finished. The three weeks of Kidman footage didn't make it to the screen, but she does get a voice cameo in the final film, briefly portraying Meg's ex-husband's girlfriend during a phone call.

I saw Panic Room on opening day, March 29, 2002, drawn by the concept and wanting to see how Fincher would handle it. I liked Fincher's style, I was a fan of Fight Club, and was really excited by the rumors going around that he would be directing Mission: Impossible III. As I've said before, I loved the idea of Fincher making M:I3, and watching Panic Room just made me anticipate it even more.

Koepp's script could've easily made for a PG-13 movie, but Fincher plays it as a hard R, indulging in some vulgarity and violence - bloody head wounds here, severed fingers here - and ramping up the intensity until it builds to horror film levels of terror in the climax. It was Fincher's penchant for violence and R-ratings that ultimately led to him not being the director of Mission: Impossible III, but it makes Panic Room a fun ride.

THE THREE BURIALS OF MELQUIADES ESTRADA (2005)

A fatal mistake is at the center of this dark, macabre, unsettling drama directed by Tommy Lee Jones, who also stars.

Told at first in a non-linear fashion, the story follows the interconnected lives of people in a small Texas border town: Melquiades Estrada, a man who rides his horse into the U.S. from Mexico and befriends rancher Pete Perkins. Mike Norton, a man who moves to town from Cincinnati, Ohio to work as a border patrolman. Mike's strange, distant nature is ruining his marriage to his wife Lou Ann, along with the intense boredom she develops in their new rural home. Local waitress Rachel is married to Bob, the cook at the restaurant where she's employed, but is also sleeping with Pete on the side, as well as the town's Sheriff Frank Belmont and who knows who else. Rachel and Lou Ann become friends, and when Rachel and Pete have their latest hotel hook-up, they bring along Lou Ann and Melquiades to have a casual encounter of their own in the room next door.

Most of the characters don't have very good lives to begin with, but things really get bad when Mike goes out into the desert on patrol one day and crosses paths with Melquiades. Mike has no idea that Melquiades has slept with his wife, the situation with them is a total mistake, but misunderstanding and fear lead to Mike shooting Melquiades dead.

Pete wants to fulfill Melquiades' wish of being buried at his home in Mexico, but Sheriff Belmont refuses to give the body over to him, burying it locally. Belmont is ineffectual and apparently completely uninterested in finding out who killed Melquiades, and even when word gets out that Mike Norton was the killer, Belmont has no intention of arresting him. So Pete takes matters into his own hands. He kidnaps Mike, steals the corpse out of the ground, and takes them off into Mexico on horseback to find the town that Melquiades spoke of and put him to rest properly. Their trek through the desert is treacherous and strange, full of setbacks and physical, mental, and emotional hardships.

This is a fantastic feature directorial debut for Jones, full of great performances from a cast that includes Barry Pepper, January Jones, Melissa Leo, Julio Cedillo, and Dwight Yoakam. It's a great film that doesn't seem to have gotten as much attention as it deserves.

THE LIMEY (1999)

To compare the shooting script of The Limey to the finished film is to take a fascinating look at how a director can shoot what's on the page and still turn it into something very different by the time it reaches the screen. No two directors would shoot the same script the exact same way, but it's highly unlikely that any other director would've made The Limey anything like the way that Steven Soderbergh did.

Screenwriter Lem Dobbs wrote a straightforward revenge thriller, something that could make for a good little B-movie. The story follows Dave Wilson, the titular limey and a lifelong criminal, fresh out of yet another stint in prison. His daughter Jenny was an aspiring actress pursuing her dream career in Los Angeles, but has recently died in a car crash. Wilson suspects that it was more than just a simple accident and he's quickly able to figure that Jenny's boyfriend, middle-aged music producer Terry Valentine, was involved with some illegal dealings and had something to do with Jenny's death. Aided by a friend of Jenny's from her acting class and her voice coach, Wilson causes trouble and gets himself mixed up with drug dealers, DEA agents, and hitmen while pursuing Valentine.

Soderbergh took Dobbs' work and used it to make a movie that's an experiment in fragmentation, told in a very non-linear style. Conversations are cut up and spread in pieces across the film, and some times when we get a full conversation the lines have been filmed in different locations. Wilson arrives in Los Angeles on a plane from England, and there are shots of him sitting in a plane throughout the film, so many that it almost becomes annoying. Why are we seeing him on the plane again? By the end, it becomes clear - we're not seeing him on his flight into L.A., we're seeing him on his departing flight back to England, the entire film is him thinking back on the time that he has just spent in L.A. That's how Soderbergh explains the fragmented style; it's scattered thoughts, imperfect memories.

Any confused audience member should be forgiven for not catching on for a while that the airplane shots are of Wilson as he's leaving Los Angeles. Given that he's a mission of revenge, it's not clear that he'll survive to leave. Before setting off on revenge, you first dig two graves.

Soderbergh admits that the style of the film is totally illogical, and whether or not a viewer will enjoy it depends on the individual. It's an interesting experiment to check out if you're into arthouse films, but could be very testing to the general audience. I have shown the movie to people who are definitely not part of the arthouse crowd, and the reaction was that it's "different, but good." I enjoy the movie, but I might have preferred a straightforward version.

On the audio commentary, Dobbs is understandably conflicted about what Soderbergh did with his script. A large percentage of the dialogue was cut out and some characters suffer for it. Soderbergh wanted to pare the film down so that it was only focused on Wilson, Valentine, and Jenny, so the development of Wilson's friendships with his cohorts is nearly non-existent. The film as it is caused Dobbs to catch criticism for having turned out an underwritten script, but there are pages and pages of character interactions that didn't make the cut.

The cast features a great assemblage of '60s and '70s icons and character actors. Terence Stamp gives a fantastic performance as Wilson, and having Stamp in the lead enabled Soderbergh to cut in some clips of the actor's starring role as a blue collar criminal in 1967's Poor Cow as part of Wilson's memories, filling out his backstory. Peter Fonda is enjoyable to watch as Wilson's target Terry Valentine. Lesley Ann Warren is the voice coach that Wilson connects with, the character who was probably lost the most in Soderbergh's cuts. Vanishing Point's Barry Newman is Valentine's security consultant. Andy Warhol regular and "A Walk on the Wild Side" song subject Joe Dallesandro, who once delighted Burleson and I by sending us friend requests on MySpace, appears as a hitman. Post-'70s actors include Luis Guzman and Nicky Katt, an entertaining presence as Dallesandro's nephew/partner in hits.

Dobbs had issues with Soderbergh over The Limey, but they did go on to work together again eventually, as Dobbs wrote the recent Soderbergh-directed Haywire. The Limey and Haywire are very different overall, but there are some similar situations in the two.